UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C.  20549
 
 FORM
10-Q





(Mark
One)


x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                THE
      SECURITIES EXCHANGE ACT OF 1934FOR
      THE QUARTERLY PERIOD ENDED JUNE 30, 2009
                OR ̈
              TRANSITION
      REPORT UNDER SECTION 13 OR 15 (d) OF
                THE
      SECURITIES EXCHANGE ACT OF 1934





For
the transition period from ____________ to ____________





Commission
File Number:  1-10883




WABASH NATIONAL
CORPORATION
 ( Exact
name of registrant as specified in its charter)


Delaware
                  (State
      of Incorporation)
                  
                  1000
      Sagamore Parkway South,
                  Lafayette, Indiana
                  (Address
      of Principal
                  Executive
      Offices)
                
                52-1375208
                  (IRS
      Employer
                  Identification
      Number)
                  
                  47905
                  (Zip
      Code)


Registrant’s telephone
number, including area code:  (765) 771-5300





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.


Yes x No  ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).


Yes o    No  o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.


Large
      accelerated filer  ̈
                    
                    Accelerated
      filer  xNon-accelerated
      filer    ̈
                    (Do
      not check if a smaller reporting company)
                    Smaller
      reporting company   ̈
  Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes  ̈ No x





The
number of shares of common stock outstanding at August 4, 2009
was  31,243,590.





WABASH
NATIONAL CORPORATION





INDEX





FORM
10-Q





PagePART
      I – FINANCIAL INFORMATIONItem
      1.
                                    Financial
      StatementsCondensed
      Consolidated Balance Sheets at June 30, 2009 and December 31,
      2008
                                    
                                    3Condensed
      Consolidated Statements of Operations for the three and six months ended
      June 30, 2009 and 2008
                                    
                                    4Condensed
      Consolidated Statements of Cash Flows for the six months ended June 30,
      2009 and 2008
                                    
                                    5Notes
      to Condensed Consolidated Financial Statements
                                    
                                    6Item
      2.
                                    Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                    
                                    17Item
      3.
                                    Quantitative
      and Qualitative Disclosures about Market Risks
                                    
                                    30Item
      4.
                                    Controls
      and Procedures
                                    
                                    30PART
      II – OTHER INFORMATIONItem
      1A.
                                    Risk
      Factors
                                    
                                    31Item
      4.
                                    Submission
      of Matters to a Vote of Security Holders
                                    
                                    33Item
      6.
                                    Exhibits
                                    
                                    33Signature
                                    
                                    34


2





WABASH
NATIONAL CORPORATION


CONDENSED
CONSOLIDATED BALANCE SHEETS


(Dollars
in thousands)





June
      30,
                                    
                                    
                                    December
      31,2009
                                    
                                    
                                    2008(Unaudited)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                                    
                                    $
                                    6,737
                                    
                                    
                                    $
                                    29,766Accounts
      receivable, net
                                    
                                    
                                    17,994
                                    
                                    
                                    
                                    37,925Inventories
                                    
                                    
                                    67,720
                                    
                                    
                                    
                                    92,896Prepaid
      expenses and other
                                    
                                    
                                    3,670
                                    
                                    
                                    
                                    5,307Total
      current assets
                                    
                                    
                                    96,121
                                    
                                    
                                    
                                    165,894PROPERTY,
      PLANT AND EQUIPMENT, net
                                    
                                    
                                    115,789
                                    
                                    
                                    
                                    122,035INTANGIBLE
      ASSETS
                                    
                                    
                                    27,509
                                    
                                    
                                    
                                    29,089OTHER
      ASSETS
                                    
                                    
                                    13,699
                                    
                                    
                                    
                                    14,956$
                                    253,118
                                    
                                    
                                    $
                                    331,974LIABILITIES
      AND STOCKHOLDERS' EQUITYCURRENT
      LIABILITIESCurrent
      portion of long-term debt
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    80,008Current
      portion of capital lease obligation
                                    
                                    
                                    337
                                    
                                    
                                    
                                    337Accounts
      payable
                                    
                                    
                                    33,744
                                    
                                    
                                    
                                    42,798Other
      accrued liabilities
                                    
                                    
                                    38,613
                                    
                                    
                                    
                                    45,449Total
      current liabilities
                                    
                                    
                                    72,694
                                    
                                    
                                    
                                    168,592LONG-TERM
      DEBT
                                    
                                    
                                    62,331
                                    
                                    
                                    
                                    -CAPITAL
      LEASE OBLIGATION
                                    
                                    
                                    4,637
                                    
                                    
                                    
                                    4,803OTHER
      NONCURRENT LIABILITIES AND CONTINGENCIES
                                    
                                    
                                    3,508
                                    
                                    
                                    
                                    5,142STOCKHOLDERS'
      EQUITYPreferred
      stock, 25,000,000 shares authorized, no shares issued or
      outstanding
                                    
                                    
                                    -
                                    
                                    
                                    
                                    -Common
      stock 75,000,000 shares authorized, $0.01 par value,
      30,328,154and
      29,842,945 shares issued and outstanding, respectively
                                    
                                    
                                    331
                                    
                                    
                                    
                                    324Additional
      paid-in capital
                                    
                                    
                                    354,511
                                    
                                    
                                    
                                    352,137Retained
      deficit
                                    
                                    
                                    (218,250
                                    )
                                    
                                    
                                    (172,031
                                    )Accumulated
      other comprehensive income
                                    
                                    
                                    (1,167
                                    )
                                    
                                    
                                    (1,516
                                    )Treasury
      stock at cost, 1,675,600 common shares
                                    
                                    
                                    (25,477
                                    )
                                    
                                    
                                    (25,477
                                    )Total
      stockholders' equity
                                    
                                    
                                    109,948
                                    
                                    
                                    
                                    153,437$
                                    253,118
                                    
                                    
                                    $
                                    331,974





See Notes
to Condensed Consolidated Financial Statements


3


WABASH
NATIONAL CORPORATION


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Dollars
in thousands, except per share amounts)


(Unaudited)





Three
      Months
                      
                      
                      Six
      MonthsEnded
      June 30,
                      
                      
                      Ended
      June 30,2009
                      
                      
                      2008
                      
                      
                      2009
                      
                      
                      2008NET
      SALES
                      
                      $
                      86,206
                      
                      
                      $
                      201,484
                      
                      
                      $
                      164,143
                      
                      
                      $
                      362,545COST
      OF SALES
                      
                      
                      91,437
                      
                      
                      
                      190,711
                      
                      
                      
                      184,850
                      
                      
                      
                      345,867Gross
      profit
                      
                      
                      (5,231
                      )
                      
                      
                      10,773
                      
                      
                      
                      (20,707
                      )
                      
                      
                      16,678GENERAL
      AND ADMINISTRATIVE EXPENSES
                      
                      
                      8,515
                      
                      
                      
                      10,457
                      
                      
                      
                      17,173
                      
                      
                      
                      21,956SELLING
      EXPENSES
                      
                      
                      2,918
                      
                      
                      
                      3,326
                      
                      
                      
                      6,103
                      
                      
                      
                      6,769Loss
      from operations
                      
                      
                      (16,664
                      )
                      
                      
                      (3,010
                      )
                      
                      
                      (43,983
                      )
                      
                      
                      (12,047
                      )OTHER
      INCOME (EXPENSE)Interest
      expense
                      
                      
                      (1,306
                      )
                      
                      
                      (1,021
                      )
                      
                      
                      (2,311
                      )
                      
                      
                      (2,195
                      )Gain
      on debt extinguishment
                      
                      
                      -
                      
                      
                      
                      27
                      
                      
                      
                      -
                      
                      
                      
                      151Other,
      net
                      
                      
                      34
                      
                      
                      
                      (209
                      )
                      
                      
                      89
                      
                      
                      
                      (202
                      )Loss
      before income taxes
                      
                      
                      (17,936
                      )
                      
                      
                      (4,213
                      )
                      
                      
                      (46,205
                      )
                      
                      
                      (14,293
                      )INCOME
      TAX (BENEFIT) EXPENSE
                      
                      
                      (1
                      )
                      
                      
                      (1,010
                      )
                      
                      
                      14
                      
                      
                      
                      (4,703
                      )NET
      LOSS
                      
                      $
                      (17,935
                      )
                      
                      $
                      (3,203
                      )
                      
                      $
                      (46,219
                      )
                      
                      $
                      (9,590
                      )COMMON
      STOCK DIVIDENDS DECLARED
                      
                      $
                      -
                      
                      
                      $
                      0.045
                      
                      
                      $
                      -
                      
                      
                      $
                      0.09BASIC
      NET LOSS PER SHARE
                      
                      $
                      (0.59
                      )
                      
                      $
                      (0.11
                      )
                      
                      $
                      (1.53
                      )
                      
                      $
                      (0.32
                      )DILUTED
      NET LOSS PER SHARE
                      
                      $
                      (0.59
                      )
                      
                      $
                      (0.11
                      )
                      
                      $
                      (1.53
                      )
                      
                      $
                      (0.32
                      )COMPREHENSIVE
      LOSSNet
      loss
                      
                      $
                      (17,935
                      )
                      
                      $
                      (3,203
                      )
                      
                      $
                      (46,219
                      )
                      
                      $
                      (9,590
                      )Reclassification
      adjustment for interest rateswaps
      included in net income
                      
                      
                      231
                      
                      
                      
                      -
                      
                      
                      
                      231
                      
                      
                      
                      -Changes
      in fair value of derivatives (net of tax)
                      
                      
                      -
                      
                      
                      
                      -
                      
                      
                      
                      118
                      
                      
                      
                      -NET
      COMPREHENSIVE LOSS
                      
                      $
                      (17,704
                      )
                      
                      $
                      (3,203
                      )
                      
                      $
                      (45,870
                      )
                      
                      $
                      (9,590
                      ) See Notes
to Condensed Consolidated Financial
Statements.


4





WABASH
      NATIONAL CORPORATIONCONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars
      in thousands)(Unaudited)Six
      Months Ended June 30,2009
                          
                          
                          2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                          
                          $
                          (46,219
                          )
                          
                          $
                          (9,590
                          )Adjustments to
      reconcile net loss to net cash (used in) provided by operating
      activitiesDepreciation
      and amortization
                          
                          
                          9,600
                          
                          
                          
                          10,381Net
      (gain) loss on the sale of assets
                          
                          
                          (7
                          )
                          
                          
                          315Gain
      on debt extinguishment
                          
                          
                          -
                          
                          
                          
                          (151
                          )Deferred
      income taxes
                          
                          
                          -
                          
                          
                          
                          (4,484
                          )Excess
      tax benefits from stock-based compensation
                          
                          
                          -
                          
                          
                          
                          (5
                          )Stock-based
      compensation
                          
                          
                          2,138
                          
                          
                          
                          2,170Changes
      in operating assets and liabilitiesAccounts
      receivable
                          
                          
                          19,931
                          
                          
                          
                          19,743Inventories
                          
                          
                          25,176
                          
                          
                          
                          (20,139
                          )Prepaid
      expenses and other
                          
                          
                          1,637
                          
                          
                          
                          1,452Accounts
      payable and accrued liabilities
                          
                          
                          (16,373
                          )
                          
                          
                          17,005Other,
      net
                          
                          
                          135
                          
                          
                          
                          (61
                          )Net
      cash (used in) provided by operating activities
                          
                          
                          (3,982
                          )
                          
                          
                          16,636CASH
      FLOWS FROM INVESTING ACTIVITIESCapital
      expenditures
                          
                          
                          (628
                          )
                          
                          
                          (3,746
                          )Proceeds
      from the sale of property, plant and equipment
                          
                          
                          7
                          
                          
                          
                          47Net
      cash used in investing activities
                          
                          
                          (621
                          )
                          
                          
                          (3,699
                          )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from exercise of stock options
                          
                          
                          -
                          
                          
                          
                          81Excess
      tax benefits from stock-based compensation
                          
                          
                          -
                          
                          
                          
                          5Borrowings
      under revolving credit facilities
                          
                          
                          86,118
                          
                          
                          
                          82,184Payments
      under revolving credit facilities
                          
                          
                          (103,795
                          )
                          
                          
                          (28,184
                          )Payments
      under long-term debt obligations
                          
                          
                          -
                          
                          
                          
                          (77,726
                          )Principal
      payments under capital lease obligations
                          
                          
                          (166
                          )
                          
                          
                          -Debt
      issuance costs paid
                          
                          
                          (583
                          )
                          
                          
                          -Common
      stock dividends paid
                          
                          
                          -
                          
                          
                          
                          (2,744
                          )Net
      cash used in financing activities
                          
                          
                          (18,426
                          )
                          
                          
                          (26,384
                          )NET
      DECREASE IN CASH AND CASH EQUIVALENTS
                          
                          
                          (23,029
                          )
                          
                          
                          (13,447
                          )CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                          
                          
                          29,766
                          
                          
                          
                          41,224CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
                          
                          $
                          6,737
                          
                          
                          $
                          27,777See
      Notes to Condensed Consolidated Financial Statements


5


WABASH
NATIONAL CORPORATION


NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





1.           GENERAL





The
condensed consolidated financial statements of Wabash National Corporation (the
Company) have been prepared without audit, pursuant to the rules and regulations
of the Securities and Exchange Commission.  Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations.  In the opinion of
management, the accompanying condensed consolidated financial statements contain
all material adjustments (consisting only of normal recurring adjustments)
necessary to present fairly the consolidated financial position of the Company,
its results of operations and cash flows. The condensed consolidated financial
statements included herein should be read in conjunction with the consolidated
financial statements and the notes thereto included in the Company’s 2008 Annual
Report on Form 10-K.  Certain reclassifications have been made to
prior periods to conform to the current year presentation.  These
reclassifications had no effect on net income for the periods previously
reported.  Note 1 to the Company’s consolidated financial statements
included in the Company’s 2008 Annual Report on Form 10-K include a discussion
of factors that raise substantial doubt about the Company’s ability to continue
as a going concern.  The Company believes that the liquidity provided
by the $35 million investment in the Company by Trailer Investments, LLC, on
August 3, 2009, and the amendment and restatement of  the Company’s
existing revolving credit facility effective on August 3, 2009, will be adequate
to fund expected operating losses, working capital requirements and capital
expenditures in 2009 and 2010, which is expected to be a period of economic
uncertainty; therefore, the outstanding balances on the Company’s Revolving
Facility have been classified as long term.  See Note 14 herein for
further discussions related to these agreements.





2.           NEW
ACCOUNTING PRONOUNCEMENTS





In June
2009, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 168, The FASB Accounting Standards
CodificationTM
("Codification") and the
Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB
Statement No. 162.  The statement establishes the Codification
as the single official source of authoritative United States accounting and
reporting standards for all non-governmental entities (other than guidance
issued by the SEC).  The Codification changes the referencing and
organization on financial standards and is effective for interim and annual
periods ending on or after September 15, 2009.  The Company will begin
applying the Codification to its disclosures in the third quarter of
2009.  As Codification is not intended to change the existing
accounting guidance, its adoption will not have an impact on the Company’s
financial position, results of operations or cash flows.





In May
2009, the FASB issued SFAS No. 165, Subsequent Events. The
statement establishes a general standard of accounting for and disclosures of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued.  Specifically, SFAS No. 165
sets forth the period after the balance sheet date during which management
should evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements, the circumstances under which an
entity should recognize events or transactions occurring after the balance sheet
date in its financial statements, and the disclosures that an entity should make
about events or transactions that occurred after the balance sheet
date.  In addition, the Company shall disclose the date through which
subsequent events have been evaluated and whether that date is the date the
financial statements were issued or the date the financial statements were
available to be issued. The requirements of SFAS No. 165 were effective for
interim and annual financial periods ending after June 15, 2009.  The
Company evaluated its June 30, 2009 consolidated financial statements for
subsequent events through August 5, 2009, the date the consolidated financial
statements were issued.  See Note 14 for further discussion in regards
to subsequent event activities.


6





In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement No.
133. The statement requires enhanced disclosures for derivative and
hedging activities, including information that would enable financial statement
users to understand how and why a company uses derivative instruments, how
derivative instruments and related hedged items are accounted for under SFAS No.
133, Accounting for Derivative
Instruments and Hedging Activities, and how derivative instruments and
related hedged items affect an entity’s financial position, financial
performance and cash flows.  This statement was effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, and was adopted by the Company in the first quarter of
2009.   As SFAS No. 161 only requires enhanced disclosures, this
standard has not had a material impact on the Company’s financial position,
results of operations or cash flows.  See Note 5 for further
discussion of derivative instruments and hedging activities.





In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  The Statement provides guidance for using fair
value to measure assets and liabilities and only applies when other standards
require or permit the fair value measurement of assets and
liabilities.  It does not expand the use of fair value
measurement.  In February 2008, the FASB announced that it was
deferring the effective date to fiscal years beginning after November 15, 2008
for certain non-financial assets and non-financial liabilities, except those
that are recognized or disclosed at fair value in the financial statements on a
recurring basis.  For these financial and non-financial assets and
liabilities that are remeasured at least annually, this statement was effective
for fiscal years beginning after November 15, 2007.  Derivative
instruments and hedging activities are carried at fair value.  The
adoption of SFAS No. 157 has not had a material impact on the Company’s
financial position, results of operations or cash flows.  See Note 6
for further discussion of fair value measurements.





In
June 2008, the FASB issued Staff Position No. EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities
(EITF 03-6-1). This Staff Position states that unvested share-based payment
awards that contain non-forfeitable rights to dividends or dividend equivalents
(whether paid or unpaid) are participating securities and shall be included in
the computation of earnings per share pursuant to the two-class method. EITF
03-6-1 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those years. All prior
period earnings per share data presented shall be adjusted retrospectively to
conform with the provisions of this Staff Position. The adoption of this
accounting guidance has not had a material impact on the Company’s results
of operations, financial position or earnings per share.




3.
            INVENTORIES





Inventories
are stated at lower of cost, determined on the first-in, first-out (FIFO)
method, or market.  The cost of manufactured inventory includes raw
material, labor and overhead.  Inventories consisted of the following
(in thousands):


7





June 30,
                  
                  
                  December 31,2009
                  
                  
                  2008Raw
      materials and components
                  
                  $
                  25,026
                  
                  
                  $
                  23,758Work
      in progress
                  
                  
                  2,844
                  
                  
                  
                  373Finished
      goods
                  
                  
                  27,476
                  
                  
                  
                  48,997Aftermarket
      parts
                  
                  
                  5,106
                  
                  
                  
                  6,333Used
      trailers
                  
                  
                  7,268
                  
                  
                  
                  13,435$
                  67,720
                  
                  
                  $
                  92,896





4.
            DEBT





In March 2007, the Company entered into
a loan and security agreement (Revolving Facility) with its
lenders.  As amended, the Revolving Facility had a capacity of $200
million, subject to a borrowing base, with a maturity date of March 6,
2012.  On April 1, 2009, events of default occurred under the
Revolving Facility, which permitted the lenders to increase the interest on the
outstanding principal by 2%, to cause an acceleration of the maturity of
borrowings, to restrict advances, and to terminate the Revolving
Facility.  The events of default under the Revolving Facility
included: the Company’s failure to deliver audited financial statements for
fiscal year 2008 by March 31, 2009; that the report of the Company’s independent
registered public accounting firm accompanying the Company’s audited financial
statements for fiscal year 2008 included an explanatory paragraph with respect
to the Company’s ability to continue as a going concern; the Company’s failure
to deliver prompt written notification of name changes of subsidiaries; the
Company’s failure to have a minimum fixed charge coverage ratio of 1.1:1.0 when
the available borrowing capacity under the Revolving Facility is below
$30 million; and, the Company requesting loans under the Revolving Facility
during the existence of a default or event of default under the Revolving
Facility.  In accordance with the terms of the Revolving Facility, on
April 1, 2009, the agent increased the interest on the outstanding principal
under the Revolving Facility by 2% and implemented availability reserves that
result in a reduction of the Company’s borrowing base under the Revolving
Facility by $25 million.





On April 28, 2009, the Company entered
into a Forbearance Agreement with the lenders under the Revolving
Facility.  Pursuant to the Forbearance Agreement, the lenders agreed
to refrain from accelerating maturity of the Revolving Facility due to specified
existing or anticipated events of default, as described above, through the
earlier of May 29, 2009 or the occurrence or existence of any event of default
other than the existing or anticipated events of default.





On
May 28, 2009, the Company entered into a First Amendment to Forbearance
Agreement and Fourth Amendment to Second Amended and Restated Loan and Security
Agreement (Amendment) with the lenders under the Revolving
Facility.  Pursuant to the Amendment, the lenders agreed to continue
to refrain from accelerating maturity of the Revolving Facility due to specified
existing or anticipated events of default, as described above, through the
earlier of July 31, 2009 or the occurrence or existence of any event of
default other than the existing or anticipated events of default.  In
addition to the extension of the forbearance period, the Amendment reduced the
availability reserve to $17.5 million through July 31, 2009 and
decreased the borrowing availability of eligible accounts receivable from 90% to
85%.





Pursuant
to the terms of the Amendment, (i) the parties agreed to increase the
applicable margin interest rate on the base rate portion of the revolving credit
loans from 2.25% to 2.75% and on the LIBOR rate portion of the revolving credit
loans from 3.75% to 4.25%, (ii) the Company agreed to provide the
administrative agent under the Revolving Facility, by the third business day of
each calendar week from and after May 28, 2009, a report setting forth a
13-week cash flow forecast for the Company as well as a comparison of the actual
and projected cash flow statements for the immediately preceding calendar week,
and (iii) on or before June 15, 2009, the Company agreed to deliver to
the administrative agent a written report, in form and substance satisfactory to
the administrative agent, updating the lenders on the status of its evaluation
of strategic business alternatives.


8





On July
17, 2009, the Company entered into a Third Amended and Restated Loan and
Security Agreement (the “Amended Facility”) with its lenders, effective August
3, 2009, with a maturity date of August 3, 2012.  The Amended Facility
has a capacity of $100 million, subject to a borrowing base, and borrowings
outstanding totaled $25.5 million at August 3, 2009.  The lenders
waived certain events of default that had occurred under the previous credit
facility and waived the right to receive default interest during the time the
events of default had continued.  See Note 14 for further discussion
in regards to these negotiations and amendments.





5.
            DERIVATIVE
      INSTRUMENTS AND HEDGING ACTIVITIES





As
discussed in Note 2, the Company adopted SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities, an amendment of FASB Statement No.
133 (SFAS No. 161), during the first quarter of 2009.  SFAS No.
161 requires enhanced disclosures for derivative instruments and hedging
activities.





During
2008, the Company entered into two-year interest rate swap agreements (Swaps)
whereby the Company pays a fixed interest rate and receives a variable interest
rate.  Under the provisions of SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities,as amended and interpreted, the
Company had designated these Swaps as cash flow hedges in an effort to reduce
its exposure to fluctuations in interest rates by converting a portion of its
variable rate borrowings to a fixed rate for a specific period of
time.  The effective portion of the change in the fair value of a
derivative designated as a cash flow hedge is recorded in accumulated other
comprehensive income (loss) (OCI) and is recognized in the statement of
operations when the hedged item affects net income.  If and when a
derivative is determined not to be highly effective as a hedge, or the
underlying hedged transaction is no longer likely to occur, or the derivative is
terminated, hedge accounting is discontinued.  Any past or future changes
in the derivative’s fair value, which will not be effective as an offset to the
income effects of the item being hedged, are recognized currently in the income
statement.





In April
2009, the Company and its counterparty mutually agreed to terminate the existing
Swaps and settle based on the fair value of the Swap contracts of approximately
$1.4 million.  These contracts were originally set to mature through
October 2010.  The amounts paid or payable under the terms of these
contracts are charged to interest expense over the designated hedge period and
totaled $0.4 million in the first six months of 2009.  The amount of
loss recorded in OCI as of June 30, 2009 that is expected to be reclassified to
interest expense over the next twelve months is approximately $0.9 million. The
cash flows from these contracts were recorded as operating activities in the
consolidated statement of cash flows.





6.
              FAIR
      VALUE MEASUREMENTS




As discussed in Note 2, in
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements,
which addresses aspects of expanding the application of fair value accounting.
The Company adopted SFAS 157 as of the beginning of the 2008 fiscal year as it
relates to recurring financial assets and liabilities. As of the beginning of
the 2009 fiscal year, the Company adopted SFAS 157 as it relates to nonrecurring
fair value measurement requirements for nonfinancial assets and
liabilities.





9




SFAS
No. 157 establishes a three-level valuation hierarchy for fair value
measurements.  These valuation techniques are based upon the
transparency of inputs (observable and unobservable) to the valuation of an
asset or liability as of the measurement date.  Observable inputs
reflect market data obtained from independent sources, while unobservable inputs
reflect the Company’s market assumptions.  These two types of inputs
create the following fair value hierarchy:


·
            Level
      1 — Valuation is based on quoted prices for identical assets or
      liabilities in active markets;





·
            Level
      2 — Valuation is based on quoted prices for similar assets or liabilities
      in active markets, or other inputs that are observable for the asset or
      liability, either directly or indirectly, for the full term of the
      financial instrument; and





·
            Level
      3 — Valuation is based upon other unobservable inputs that are significant
      to the fair value measurement.





The
following table sets forth by level within the fair value hierarchy the
Company’s financial assets and liabilities that were accounted for at fair value
on a recurring basis (in thousands):





June 30, 2009
                    
                    
                    December 31, 2008Level 1
                    
                    
                    Level 2
                    
                    
                    Level 3
                    
                    
                    Total
                    
                    
                    Level 1
                    
                    
                    Level 2
                    
                    
                    Level 3
                    
                    
                    TotalAssetsInterest
      rate derivatives
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -LiabilitiesInterest
      rate derivatives
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    1,516
                    
                    
                    $
                    1,516





Financial instruments classified as
Level 3 in the fair value hierarchy represent derivative contracts in which
management has used at least one significant unobservable input in the valuation
model.  The following table presents a reconciliation of activity for
such derivative contracts on a net basis (in thousands):





Six Months EndedJune 30, 2009Balance
      at beginning of period
                  
                  $
                  (1,516
                  )Total
      unrealized gains included in other comprehensive income
                  
                  
                  118Purchases,
      sales, issuances, and settlements
                  
                  
                  1,398Transfers
      in and (or) out of Level 3
                  
                  
                  -Balance
      at end of period
                  
                  $
                  -





7.
            FAIR
      VALUE OF FINANCIAL INSTRUMENTS





SFAS No.
107,Disclosures about Fair
Value of Financial Instruments, requires disclosure of fair value
information for certain financial instruments.  The differences
between the carrying amounts and the estimated fair values, using the methods
and assumptions listed below, of the Company’s financial instruments at June 30,
2009, and December 31, 2008 were immaterial.





Cash and Cash Equivalents, Accounts
Receivable and Accounts Payable.  The carrying amounts reported
in the Condensed Consolidated Balance Sheets approximate fair
value.


10





Debt.  The fair
value of total borrowings is estimated based on current quoted market prices for
similar issues or debt with the same maturities.  The interest rates
on the Company’s bank borrowings under its Revolving Facility are adjusted
regularly to reflect current market rates and thus carrying value approximates
fair value.





8.
            STOCK-BASED
      COMPENSATION





The
Company adopted SFAS No. 123(R), Share-Based Payment, using
the modified prospective method.  This Statement requires that all
share-based payments to employees, including grants of employee stock options,
be recognized in the financial statements based upon their fair
value.





SFAS No.
123(R) requires the use of a valuation model to calculate the fair value of
stock option awards.  The Company has valued new stock option awards
granted using a binomial model, which incorporates various assumptions including
volatility, expected life, dividend yield and risk-free interest
rates.  The expected life and volatility assumptions are based on the
Company’s historical experience as well as the terms and conditions of stock
option awards it grants to employees.





The
Company’s policy is to recognize expense for awards subject to graded vesting
using the straight-line attribution method.  The amount of
compensation costs related to nonvested stock options and restricted stock not
yet recognized was $14.7 million at June 30, 2009, for which the expense will be
recognized through 2012.





9.
            CONTINGENCIES





Various
lawsuits, claims and proceedings have been or may be instituted or asserted
against the Company arising in the ordinary course of business, including those
pertaining to product liability, labor and health related matters, successor
liability, environmental matters and possible tax assessments.  While
the amounts claimed could be substantial, the ultimate liability cannot now be
determined because of the considerable uncertainties that
exist.  Therefore, it is possible that results of operations or
liquidity in a particular period could be materially affected by certain
contingencies.  However, based on facts currently available,
management believes that the disposition of matters that are currently pending
or asserted will not have a material adverse effect on the Company's financial
position, liquidity or results of operations.  Costs associated with
the litigation and settlement of legal matters are reported within General and Administrative
Expenses in the Consolidated Statements of Operations.





Brazil
Joint Venture





In March
2001, Bernard Krone Indústria e Comércio de Máquinas Agrícolas Ltda. ("BK")
filed suit against the Company in the Fourth Civil Court of Curitiba in the
State of Paraná, Brazil.  Because of the bankruptcy of BK, this
proceeding is now pending before the Second Civil Court of Bankruptcies and
Creditors Reorganization of Curitiba, State of Paraná (No. 232/99).





The case
grows out of a joint venture agreement between BK and the Company related to
marketing of RoadRailerâ
trailers in Brazil and other areas of South America.  When BK was
placed into the Brazilian equivalent of bankruptcy late in 2000, the joint
venture was dissolved.  BK subsequently filed its lawsuit against the
Company alleging that it was forced to terminate business with other companies
because of the exclusivity and non-compete clauses purportedly found in the
joint venture agreement.  BK asserts damages of approximately $8.4
million.


11





The
Company answered the complaint in May 2001, denying any
wrongdoing.  The Company believes that the claims asserted by BK are
without merit and it intends to defend its position.  A trial date
originally scheduled for December 2008 was continued indefinitely by the trial
court.  The Company believes that the resolution of this lawsuit will
not have a material adverse effect on its financial position, liquidity or
future results of operations; however, at this stage of the proceeding no
assurances can be given as to the ultimate outcome of the case.





Intellectual
Property





In October 2006, the Company filed a
patent infringement suit against Vanguard National Corporation (“Vanguard”)
regarding Wabash National’s U.S. Patent Nos. 6,986,546 and 6,220,651 in the U.S.
District Court for the Northern District of Indiana (Civil Action No.
4:06-cv-135).  The Company amended the Complaint in April
2007.  In May 2007, Vanguard filed its Answer to the Amended
Complaint, along with Counterclaims seeking findings of non-infringement,
invalidity, and unenforceability of the subject patents.  The Company
filed a reply to Vanguard’s counterclaims in May 2007, denying any wrongdoing or
merit to the allegations as set forth in the counterclaims.  The case
has currently been stayed by agreement of the parties while the U.S. Patent and
Trademark Office undertakes a reexamination of U.S. Patent Nos.
6,986,546.  It is unknown when the stay will be lifted.





The
Company believes that the claims asserted by Vanguard are without merit and the
Company intends to defend its position.  The Company believes that the
resolution of this lawsuit and the reexamination proceedings will not have a
material adverse effect on its financial position, liquidity or future results
of operations; however, at this stage of the proceeding, no assurance can be
given as to the ultimate outcome of the case.





Environmental
Disputes





In
September 2003, the Company was noticed as a potentially responsible party (PRP)
by the U.S. Environmental Protection Agency pertaining to the Motorola 52nd Street,
Phoenix, Arizona Superfund Site pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act.  PRPs include current and
former owners and operators of facilities at which hazardous substances were
allegedly disposed.  EPA’s allegation that the Company was a PRP
arises out of the operation of a former branch facility located approximately
five miles from the original site.  The Company does not expect that
these proceedings will have a material adverse effect on the Company’s financial
condition or results of operations.





In
January 2006, the Company received a letter from the North Carolina Department
of Environment and Natural Resources indicating that a site that the Company
formerly owned near Charlotte, North Carolina has been included on the state's
October 2005 Inactive Hazardous Waste Sites Priority List.  The letter
states that the Company was being notified in fulfillment of the state's
“statutory duty” to notify those who own and those who at present are known to
be responsible for each Site on the Priority List.  No action is being
requested from the Company at this time.  The Company does not expect
that this designation will have a material adverse effect on its financial
condition or results of operations.





10.
            NET LOSS PER
      SHARE





Per share
results have been computed based on the average number of common shares
outstanding. The computation of basic and diluted net loss per share is
determined using net income as the numerator and the number of shares included
in the denominator as follows (in thousands, except per share
amounts):


12




Three Months Ended June 30,
                  
                  
                  Six Months Ended June 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Basic
      net loss per shareNet
      loss applicable to common stockholders
                  
                  $
                  (17,935
                  )
                  
                  $
                  (3,203
                  )
                  
                  $
                  (46,219
                  )
                  
                  $
                  (9,590
                  )Dividends
      paid on unvested restricted shares
                  
                  
                  -
                  
                  
                  
                  (36
                  )
                  
                  
                  -
                  
                  
                  
                  (66
                  )Net
      loss applicable to common stockholders excluding amounts applicable to
      unvested restricted shares
                  
                  $
                  (17,935
                  )
                  
                  $
                  (3,239
                  )
                  
                  $
                  (46,219
                  )
                  
                  $
                  (9,656
                  )Weighted
      average common shares outstanding
                  
                  
                  30,198
                  
                  
                  
                  29,927
                  
                  
                  
                  30,127
                  
                  
                  
                  29,903Basic
      net loss per share
                  
                  $
                  (0.59
                  )
                  
                  $
                  (0.11
                  )
                  
                  $
                  (1.53
                  )
                  
                  $
                  (0.32
                  )Diluted
      net loss per shareNet
      loss applicable to common stockholders
                  
                  $
                  (17,935
                  )
                  
                  $
                  (3,203
                  )
                  
                  $
                  (46,219
                  )
                  
                  $
                  (9,590
                  )After-tax
      equivalent of interest on convertible notes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Diluted
      net loss applicable to common stockholders
                  
                  $
                  (17,935
                  )
                  
                  $
                  (3,203
                  )
                  
                  $
                  (46,219
                  )
                  
                  $
                  (9,590
                  )Weighted
      average common shares outstanding
                  
                  
                  30,198
                  
                  
                  
                  29,927
                  
                  
                  
                  30,127
                  
                  
                  
                  29,903Dilutive
      stock options/shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Convertible
      notes equivalent shares
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Diluted
      weighted average common shares outstanding
                  
                  
                  30,198
                  
                  
                  
                  29,927
                  
                  
                  
                  30,127
                  
                  
                  
                  29,903Diluted
      net loss per share
                  
                  $
                  (0.59
                  )
                  
                  $
                  (0.11
                  )
                  
                  $
                  (1.53
                  )
                  
                  $
                  (0.32
                  )





Average
diluted shares outstanding for the three and six month periods ending June 30,
2008 exclude the antidilutive effects of the Company’s Senior Convertible Notes
(Convertible Notes) due August 1, 2008.  For the three and six month
periods ending June 30, 2008, the after-tax equivalent of interest on
Convertible Notes was $0.2 million and $0.7 million, respectively, and the
Convertible Notes equivalent shares were 1.6 million and 3.2 million,
respectively.  Diluted shares outstanding for the three and six month
periods ending June 30, 2009 and 2008 exclude the antidilutive effects of
potentially dilutive stock options and restricted stock totaling less than 0.1
million shares of common stock in both 2009 periods and 0.1 million shares of
common stock in the 2008 periods.





For the
three month periods ending June 30, 2009 and 2008, the computation of diluted
earnings per share excludes options to purchase 2.2 million and 1.5 million
shares of common stock, respectively, because the impact of these shares would
have been antidilutive.  For the six month periods ending June 30,
2009 and 2008, the computation of diluted earnings per share excludes options to
purchase 2.2 million and 1.7 million shares of common stock, respectively,
because the impact of these shares would have been antidilutive.





11.
            INCOME
      TAXES





The Company has experienced cumulative
operating losses over the most recent three year period.  After
considering these operating losses and other available evidence, both positive
and negative, management determined that it was necessary to record a full
valuation allowance against its deferred tax assets created during the quarter
ending June 30, 2009.  As a result, effective income tax expense for
the first six months of 2009 was less than $0.1 million.





The following table provides
reconciliation of differences from the U.S. federal statutory rate of 35% (in
thousands):


13





Six Months Ended June 30,2009
                    
                    
                    2008Pretax
      book loss
                    
                    $
                    (46,205
                    )
                    
                    $
                    (14,293
                    )Federal
      tax expense at 35% statutory rate
                    
                    
                    (16,172
                    )
                    
                    
                    (5,003
                    )State
      and local income taxes
                    
                    
                    (2,271
                    )
                    
                    
                    (562
                    )Provision
      for valuation allowance for net operating losses - U.S. and
      state
                    
                    
                    17,619
                    
                    
                    
                    610Effect
      of non-deductible stock-based compensation
                    
                    
                    741
                    
                    
                    
                    267Other
                    
                    
                    97
                    
                    
                    
                    (15
                    )Total
      income tax expense (benefit)
                    
                    $
                    14
                    
                    
                    $
                    (4,703
                    )





12.
            PRODUCT
      WARRANTIES





The following table presents the
changes in the product warranty accrual included in Other Accrued Liabilities (in
thousands):





2009
                    
                    
                    2008Balance
      as of January 1
                    
                    $
                    17,027
                    
                    
                    $
                    17,246Provision
      for warranties issued in current year
                    
                    
                    533
                    
                    
                    
                    1,226Additional
      provisions for pre-existing warranties
                    
                    
                    110
                    
                    
                    
                    480Payments
                    
                    
                    (1,365
                    )
                    
                    
                    (2,388
                    )Balance
      as of June 30
                    
                    $
                    16,305
                    
                    
                    $
                    16,564





The
Company offers a limited warranty for its products.  With respect to
Company products manufactured prior to 2005, the limited warranty coverage
period is five years.  Beginning in 2005, the coverage period for
DuraPlate® trailer
panels was extended to ten years, with all other products remaining at five
years.  The Company passes through component manufacturers’ warranties
to the Company’s customers.  The Company’s policy is to accrue the
estimated cost of warranty coverage at the time of the sale.




13.
            SEGMENTS




a.  Segment
Reporting





Under the
provisions of SFAS No. 131, Disclosure about Segments of an
Enterprise and Related Information, the Company has two reportable
segments: manufacturing and retail and distribution.  The
manufacturing segment produces and sells new trailers to the retail and
distribution segment or to customers who purchase trailers directly from the
Company or through independent dealers.  The retail and distribution
segment includes the sale of new and used trailers, as well as the sale of
after-market parts and service, through its retail branch network.





Reportable
segment information is as follows (in thousands):


14





Retail
      and
                
                
                
                
                
                ConsolidatedManufacturing
                
                
                Distribution
                
                
                Eliminations
                
                
                TotalsThree Months Ended June 30,
      2009Net
      salesExternal
      customers
                
                $
                68,007
                
                
                $
                18,199
                
                
                $
                -
                
                
                $
                86,206Intersegment
      sales
                
                
                2,880
                
                
                
                -
                
                
                
                (2,880
                )
                
                $
                -Total
      net sales
                
                $
                70,887
                
                
                $
                18,199
                
                
                $
                (2,880
                )
                
                $
                86,206(Loss)
      Income from operations
                
                $
                (15,440
                )
                
                $
                (1,308
                )
                
                $
                84
                
                
                $
                (16,664
                )Assets
                
                $
                380,390
                
                
                $
                102,823
                
                
                $
                (230,095
                )
                
                $
                253,118Three Months Ended June 30,
      2008Net
      salesExternal
      customers
                
                $
                160,655
                
                
                $
                40,829
                
                
                $
                -
                
                
                $
                201,484Intersegment
      sales
                
                
                15,463
                
                
                
                -
                
                
                
                (15,463
                )
                
                $
                -Total
      net sales
                
                $
                176,118
                
                
                $
                40,829
                
                
                $
                (15,463
                )
                
                $
                201,484(Loss)
      Income from operations
                
                $
                (2,910
                )
                
                $
                (383
                )
                
                $
                283
                
                
                $
                (3,010
                )Assets
                
                $
                566,272
                
                
                $
                130,868
                
                
                $
                (230,610
                )
                
                $
                466,530Six Months Ended June 30,
    2009Net
      salesExternal
      customers
                
                $
                125,261
                
                
                $
                38,882
                
                
                $
                -
                
                
                $
                164,143Intersegment
      sales
                
                
                6,264
                
                
                
                -
                
                
                
                (6,264
                )
                
                $
                -Total
      net sales
                
                $
                131,525
                
                
                $
                38,882
                
                
                $
                (6,264
                )
                
                $
                164,143(Loss)
      Income from operations
                
                $
                (39,829
                )
                
                $
                (4,289
                )
                
                $
                135
                
                
                $
                (43,983
                )Assets
                
                $
                380,390
                
                
                $
                102,823
                
                
                $
                (230,095
                )
                
                $
                253,118Six Months Ended June 30,
    2008Net
      salesExternal
      customers
                
                $
                293,363
                
                
                $
                69,182
                
                
                $
                -
                
                
                $
                362,545Intersegment
      sales
                
                
                25,018
                
                
                
                32
                
                
                
                (25,050
                )
                
                $
                -Total
      net sales
                
                $
                318,381
                
                
                $
                69,214
                
                
                $
                (25,050
                )
                
                $
                362,545(Loss)
      Income from operations
                
                $
                (11,392
                )
                
                $
                (1,386
                )
                
                $
                731
                
                
                $
                (12,047
                )Assets
                
                $
                566,272
                
                
                $
                130,868
                
                
                $
                (230,610
                )
                
                $
                466,530





b.  Product
Information





The
Company offers products primarily in three general categories: new trailers,
used trailers and parts and service.  Other sales include leasing and
freight revenue.  The following table sets forth the major product
categories and their percentage of consolidated net sales (dollars in
thousands):





Three Months Ended June 30,
                                  
                                  
                                  Six Months Ended June 30,2009
                                  
                                  
                                  2008
                                  
                                  
                                  2009
                                  
                                  
                                  2008$
                                  
                                  
                                  %
                                  
                                  
                                  $
                                  
                                  
                                  %
                                  
                                  
                                  $
                                  
                                  
                                  %
                                  
                                  
                                  $
                                  
                                  
                                  %New
      trailers
                                  
                                  
                                  68,711
                                  
                                  
                                  
                                  79.7
                                  
                                  
                                  
                                  175,448
                                  
                                  
                                  
                                  87.1
                                  
                                  
                                  
                                  128,975
                                  
                                  
                                  
                                  78.6
                                  
                                  
                                  
                                  314,235
                                  
                                  
                                  
                                  86.7Used
      trailers
                                  
                                  
                                  5,926
                                  
                                  
                                  
                                  6.9
                                  
                                  
                                  
                                  10,906
                                  
                                  
                                  
                                  5.4
                                  
                                  
                                  
                                  11,433
                                  
                                  
                                  
                                  7.0
                                  
                                  
                                  
                                  18,463
                                  
                                  
                                  
                                  5.1Parts
      and service
                                  
                                  
                                  11,414
                                  
                                  
                                  
                                  13.2
                                  
                                  
                                  
                                  14,402
                                  
                                  
                                  
                                  7.1
                                  
                                  
                                  
                                  23,327
                                  
                                  
                                  
                                  14.2
                                  
                                  
                                  
                                  27,526
                                  
                                  
                                  
                                  7.6Other
                                  
                                  
                                  155
                                  
                                  
                                  
                                  0.2
                                  
                                  
                                  
                                  728
                                  
                                  
                                  
                                  0.4
                                  
                                  
                                  
                                  408
                                  
                                  
                                  
                                  0.2
                                  
                                  
                                  
                                  2,321
                                  
                                  
                                  
                                  0.6Total
      net sales
                                  
                                  
                                  86,206
                                  
                                  
                                  
                                  100.0
                                  
                                  
                                  
                                  201,484
                                  
                                  
                                  
                                  100.0
                                  
                                  
                                  
                                  164,143
                                  
                                  
                                  
                                  100.0
                                  
                                  
                                  
                                  362,545
                                  
                                  
                                  
                                  100.0


15


14.
            SUBSEQUENT
      EVENT





On
July 17, 2009, the Company entered into a Securities Purchase Agreement
(the “Securities Purchase Agreement”) with Trailer Investments, LLC (“Trailer
Investments”), an entity formed for this purpose by Lincolnshire Equity Fund
III, L.P., a private equity investment fund managed by Lincolnshire Management,
Inc., pursuant to which Trailer Investments invested $35 million in the
Company on August 3, 2009.  Pursuant to the terms of the Securities
Purchase Agreement, the Company issued to Trailer Investments three series of
preferred stock and a warrant that is immediately exercisable at $0.01 per share
for 24,762,636 newly issued shares of common stock representing 44.21% of the
issued and outstanding common stock of the Company after giving effect to the
issuance of the shares underlying the warrant, subject to upward adjustment to
maintain that percentage if currently outstanding options are
exercised.  The number of shares of common stock subject to the
warrant is also subject to upward adjustment to an amount equivalent to 49.99%
of the issued and outstanding common stock of the Company on the original
issuance date after giving effect to the issuance of the shares underlying the
warrant in specified circumstances where the Company loses its ability to
utilize its net operating loss carryforwards, including as a result of a
stockholder of the Company acquiring greater than 5% of the outstanding common
stock of the Company. The warrant also contains customary anti-dilution
adjustment features for stock splits and the like as well as future issuances of
stock or derivative securities that have sale or exercise prices below the then
current market price or $0.54.  The preferred stock is comprised of
20,000 shares of Series E redeemable preferred stock with an annual dividend
rate of 15%, 5,000 shares of Series F redeemable preferred stock with an annual
dividend rate of 16% and 10,000 shares of Series G redeemable preferred stock
with an annual dividend rate of 18%, all at a purchase price of $1,000 per
share.





Trailer
Investments has the right to nominate five out of twelve members of the
Company’s board of directors. Furthermore, Trailer Investments also has the
following rights: rights to information delivery and access to information and
management of the Company; veto rights over certain significant matters of the
Company’s operations and business (including payments of dividends, issuance of
securities of the Company, incurrence of indebtedness, liquidation and sale of
assets, changes in the size of the Company’s board of directors, amendments of
organizational documents of the Company and its subsidiaries and other material
actions by the Company) subject to certain thresholds and limitations; right of
first refusal to participate in any future private financings; and certain other
customary rights granted to investors in similar transactions. The Company is
also required to promptly file a registration statement to permit resale of the
warrant shares to the maximum extent possible.





In
addition, on July 17, 2009, the Company entered into the Amended Facility
referenced in Note 4 above.  The Amended Facility amended and restated
the Company’s current Revolving Facility, and became effective on August 3, 2009
upon the consummation of the investment contemplated by the Securities Purchase
Agreement as described above.





The
Amended Facility provides for borrowings of up to $100 million, subject to
a borrowing base, a $12.5 million reserve and other discretionary
reserves.  The interest rate on borrowings under the Amended Facility
from the date of effectiveness through July 31, 2010 is LIBOR plus 4.25% or
the prime rate of Bank of America, N.A. (the “Prime Rate”) plus 2.75%. After
July 31, 2010, the interest rate is based upon average unused availability
and will range between LIBOR plus 3.75% to 4.25% and the Prime Rate plus 2.25%
to 2.75%. The Company is required to pay a monthly unused line fee equal to
0.375% times the average daily unused availability along with other customary
fees and expenses of the agent and the lenders.  The lenders waived
certain events of default that had occurred under the previous credit facility
and waived the right to receive default interest during the time the events of
default had continued.


16





As a result of the Securities Purchase
Agreement and the Amended Facility, the Company’s liquidity, defined as cash on
hand and available borrowing capacity, on August 3, 2009, the date of closing of
the Securities Purchase Agreement, was approximately $42 million.  The
Company believes that the liquidity provided by the security sales to Trailer
Investments and the Amended Facility will be adequate to meet the Company’s
expected operating losses, working capital needs and capital expenditures during
2009 and 2010, which is expected to be a period of economic
uncertainty.





ITEM
      2.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS





This
Quarterly Report of Wabash National Corporation (the Company, Wabash or we)
contains “forward-looking statements” within the meaning of Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act of 1934
(the Exchange Act). Forward-looking statements may include the words “may,”
“will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan” or
“anticipate” and other similar words. Our “forward-looking statements” include,
but are not limited to, statements regarding:





•
            our
      business plan;





•
            our
      expected revenues, income or loss and capital
  expenditures;





•
            plans
      for future operations;





•
            financing
      needs, plans and liquidity, including for working capital and capital
      expenditures;





•
            our
      ability to achieve sustained
profitability;





•
            reliance
      on certain customers and corporate
  relationships;





•
            availability
      and pricing of raw materials;





•
            availability
      of capital;





•
            dependence
      on industry trends;





•
            the
      outcome of any pending litigation;





•
            export
      sales and new markets;





•
            engineering
      and manufacturing capabilities and
capacity;





•
            acceptance
      of new technology and products;





•
            government
      regulation; and





•
            assumptions
      relating to the foregoing.


17





Although
we believe that the expectations expressed in our forward-looking statements are
reasonable, actual results could differ materially from those projected or
assumed in our forward-looking statements. Our future financial condition and
results of operations, as well as any forward-looking statements, are subject to
change and are subject to inherent risks and uncertainties, such as those
disclosed in this Quarterly Report.  Important risks and factors that
could cause our actual results to be materially different from our expectations
include the factors that are disclosed in “Item 1A. Risk Factors” in our Form
10-K for the year ended December 31, 2008 and elsewhere herein, including, but
not limited to, Item 1A of Part II hereof. Each forward-looking statement
contained in this Quarterly Report reflects our management’s view only as of the
date on which that forward-looking statement was made. We are not obligated to
update forward-looking statements or publicly release the result of any
revisions to them to reflect events or circumstances after the date of this
Quarterly Report or to reflect the occurrence of unanticipated
events.





RESULTS
OF OPERATIONS





The
following table sets forth certain operating data as a percentage of net sales
for the periods indicated:





Percentage of Net SalesThree Months Ended June 30,
                  
                  
                  Six Months Ended June 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008Net
      sales
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %
                  
                  
                  100.0
                  %Cost
      of sales
                  
                  
                  106.1
                  
                  
                  
                  94.7
                  
                  
                  
                  112.6
                  
                  
                  
                  95.4Gross
      profit
                  
                  
                  (6.1
                  )
                  
                  
                  5.3
                  
                  
                  
                  (12.6
                  )
                  
                  
                  4.6General
      and administrative expenses
                  
                  
                  9.9
                  
                  
                  
                  5.2
                  
                  
                  
                  10.5
                  
                  
                  
                  6.1Selling
      expenses
                  
                  
                  3.3
                  
                  
                  
                  1.6
                  
                  
                  
                  3.7
                  
                  
                  
                  1.8Loss
      from operations
                  
                  
                  (19.3
                  )
                  
                  
                  (1.5
                  )
                  
                  
                  (26.8
                  )
                  
                  
                  (3.3
                  )Interest
      expense
                  
                  
                  (1.5
                  )
                  
                  
                  (0.5
                  )
                  
                  
                  (1.4
                  )
                  
                  
                  (0.6
                  )Other,
      net
                  
                  
                  -
                  
                  
                  
                  (0.1
                  )
                  
                  
                  0.1
                  
                  
                  
                  -Loss
      before income taxes
                  
                  
                  (20.8
                  )
                  
                  
                  (2.1
                  )
                  
                  
                  (28.1
                  )
                  
                  
                  (3.9
                  )Income
      tax benefit
                  
                  
                  -
                  
                  
                  
                  (0.5
                  )
                  
                  
                  0.1
                  
                  
                  
                  (1.3
                  )Net
      loss
                  
                  
                  (20.8
                  )
      %
                  
                  
                  (1.6
                  )
      %
                  
                  
                  (28.2
                  )
      %
                  
                  
                  (2.6
                  )
      %





In the
three and six month periods ended June 30, 2009, we recorded net sales of $86.2
million and $164.1 million, respectively, compared to $201.5 million and $362.5
million in the prior year periods as new trailer units declined 60.0% and 58.7%
for the three and six month periods ending June 30, 2009, respectively, as
compared to the prior year periods.  We continue to be affected by,
and concerned with, the global economy, especially the credit markets, as well
as the decline in the housing and construction-related markets in the
U.S.  Gross profit margin was negative 6.1% in the second quarter of
2009 compared to 5.3% in the second quarter of 2008.  However, this
represents an improvement of 13.8% in gross profit margin in the three month
period ended June 30, 2009 from the three month period ended March 31, 2009,
which was primarily as a result of our cost reduction initiatives, including a
reduction in hourly headcount of over 800 employees and elimination of over 100
salaried positions, and an 18.5% improvement in new trailer
volumes.  Gross profit margin versus the prior year period was
negatively impacted by reduced volumes and higher raw material and component
costs.  Operating income was positively impacted in the second quarter
by a decrease in general and administrative and selling expenses compared to the
2008 period due to a reduction in headcount and salaries, employee related
expenses and professional fees.  These expense reductions are
primarily a result of our cost cutting initiatives and efforts to adjust our
cost structure to match the current market demand.


18


Our
management team continues to be focused on rightsizing our operations to match
the current demand environment, implementing our cost savings initiatives,
strengthening our capital structure, developing innovative products, improving
earnings and selective product introductions that meet the needs of our
customers.
 
 As a
recognized industry leader, we continue to focus on product innovation, lean
manufacturing, strategic sourcing and workforce rationalization in order to
strengthen our industry position and improve operating results.
 
 Three Months Ended June 30,
2009
 
 Net
Sales
 
 Net sales in the second quarter of 2009
decreased $115.3 million, or 57.2%, compared to the second quarter of
2008.  By business segment, net external sales and related units sold
were as follows (dollars in millions):
 
 Three Months Ended June 30,2009
                        
                        
                        2008
                        
                        
                        % ChangeSales
      by segmentManufacturing
                        
                        $
                        68.0
                        
                        
                        $
                        160.7
                        
                        
                        
                        (57.7
                        )Retail
      and distribution
                        
                        
                        18.2
                        
                        
                        
                        40.8
                        
                        
                        
                        (55.4
                        )Total
                        
                        $
                        86.2
                        
                        
                        $
                        201.5
                        
                        
                        
                        (57.2
                        )(units)New
      trailer unitsManufacturing
                        
                        
                        3,000
                        
                        
                        
                        7,200
                        
                        
                        
                        (58.3
                        )Retail
      and distribution
                        
                        
                        200
                        
                        
                        
                        800
                        
                        
                        
                        (75.0
                        )Total
                        
                        
                        3,200
                        
                        
                        
                        8,000
                        
                        
                        
                        (60.0
                        )Used
      trailer units
                        
                        
                        800
                        
                        
                        
                        2,000
                        
                        
                        
                        (60.0
                        )
 
 Manufacturing
segment sales were $68.0 million in the second quarter of 2009, down $92.7
million, or 57.7%, compared to the second quarter of 2008.  The
reduction in sales is due primarily to the continued weak market demand as new
trailer sales volume decreased approximately 4,200 units, or
58.3%.  Average selling prices declined slightly in the second quarter
of 2009 as compared to the prior year period due to customer and product
mix.
 
 Retail
and distribution segment sales were $18.2 million in the second quarter of 2009,
down $22.6 million, or 55.4% compared to the prior year second quarter.
Weak market demand across all product lines yielded reduced volumes as compared
to the previous year period.  New trailer sales decreased
$15.5 million, or 79.2%, due to a 75.0% reduction in volumes and used
trailer sales were down $5.0 million, or 45.7%, due to a 60.0% reduction in
volumes.  The decreases in used trailer sales volume were partially
offset by higher average selling prices as compared to the prior year period due
to the mix of used trailers sold.  Parts and service sales were down
$2.1 million, or 20.2%.
  19
  Cost
of Sales
 
 Cost of sales for the second quarter of
2009 was $91.4 million, a decrease of $99.3 million, or 52.1% compared to the
second quarter of 2008.  As a percentage of net sales, cost of sales
was 106.1% in the second quarter of 2009 compared to 94.7% in the second quarter
of 2008.
 
 Manufacturing
segment cost of sales, as detailed in the following table, was $74.2 million for
the second quarter of 2009, a decrease of $78.5 million, or 51.4%, compared to
the 2008 period.  As a percentage of net sales, cost of sales was
109.1% in the second quarter of 2009 compared to 95.0% in the 2008
period.
 
 Three Months Ended June 30,Manufacturing Segment
                    
                    2009
                    
                    
                    2008(dollars in millions)% of Net
                      Sales
                    
                    
                    
                    
                    
                    % ofNet
                      SalesMaterial
      Costs
                    
                    $
                    54.0
                    
                    
                    
                    79.3
                    %
                    
                    $
                    114.2
                    
                    
                    
                    71.1
                    %Other
      Manufacturing Costs
                    
                    
                    20.2
                    
                    
                    
                    29.8
                    %
                    
                    
                    38.5
                    
                    
                    
                    23.9
                    %$
                    74.2
                    
                    
                    
                    109.1
                    %
                    
                    $
                    152.7
                    
                    
                    
                    95.0
                    %
 
 As shown
in the table above, cost of sales is composed of material costs, a variable
expense, and other manufacturing costs, comprised of both fixed and variable
expenses, including direct and indirect labor, outbound freight, and overhead
expenses.  Material costs were 79.3% of net sales compared to 71.1% in
the 2008 period.  The 8.2% increase results from increases in raw
material commodity and component costs, primarily steel and aluminum that could
not be offset by increases in selling prices.  In addition, our other
manufacturing costs increased from 23.9% of net sales in the second quarter of
2008 to 29.8% in the 2009 period.  The 5.9% increase is primarily the
result of the inability to reduce fixed costs in proportion to the 58.3%
decrease in new trailer volumes.
 
 Retail
and distribution segment cost of sales was $17.3 million in the second quarter
of 2009, a decrease of $21.0 million, or 54.8%, compared to the 2008
period.  As a percentage of net sales, cost of sales was 95.1% in the
second quarter of 2009 compared to 93.9% in the 2008 period.  The 1.2%
increase was primarily the result of a 12.6% increase in direct and indirect
labor and overhead expenses due to the inability to reduce these costs in
proportion to the 75.0% and 60.0% reductions in new and used trailer volumes,
respectively.  This increase was offset by an 11.4% decrease in raw
material cost as a percent of net sales due to continued pricing pressures for
new and used trailers as well as an increase in parts and services activities as
a percentage of the total segment’s net sales.
 
 Gross
Profit
 
 Gross
profit was negative $5.2 million in the second quarter of 2009, down $16.0
million from the prior year period. Gross profit as a percent of sales was
negative 6.1% for the quarter compared to 5.3% for the same period in
2008.  Gross profit by segment was as follows (in
millions):
  20
 
 Three Months Ended June 30,2009
                      
                      
                      2008Gross
      profit by segmentManufacturing
                      
                      $
                      (6.2
                      )
                      
                      $
                      8.0Retail
      and distribution
                      
                      
                      0.9
                      
                      
                      
                      2.5Eliminations
                      
                      
                      0.1
                      
                      
                      
                      0.3Total
      gross profit
                      
                      $
                      (5.2
                      )
                      
                      $
                      10.8
 
 The
manufacturing segment lost $6.2 million in gross profit in the second quarter of
2009 due to a 58.3% decline in new trailer volumes coupled with higher raw
material and component part costs as compared to the prior year
period.
 
 Retail
and distribution segment gross profit in the second quarter of 2009 was $0.9
million, a decrease of $1.6 million compared to the 2008
period.  Gross profit as a percentage of sales was 4.9% compared to
6.1% for the prior year period due to decreased trailer and parts and service
volumes coupled with continued pricing pressures for new and used trailer
sales.
 
 General
and Administrative Expenses
 
 General
and administrative expenses decreased $1.9 million, or 18.6%, to $8.5 million in
the second quarter of 2009 compared to the prior year period.  This
decrease was the result of our cost cutting initiatives to adjust our cost
structure to match the current market demand, which resulted in a $1.4 million
reduction in salaries and employee related costs due to headcount and base pay
reductions made in the current year.
 
 Selling
Expenses
 
 Selling
expenses were $2.9 million in the second quarter of 2009, a decrease of $0.4
million, or 12.3%, compared to the prior year period.  This decrease
was the result of our cost cutting initiatives to adjust our cost structure to
match the current market demand, which resulted in a $0.3 million reduction in
salaries and employee related costs due to both headcount and base pay
reductions made in the current year.
 
 Income
Taxes
 
 We have experienced cumulative
operating losses over the most recent three year period.  After
considering these operating losses and other available evidence, both positive
and negative, we have recorded a full valuation allowance against our deferred
tax assets created during the quarter ending June 30, 2009.  As a
result, income tax benefit for the second quarter of 2009 was less than $0.1
million.
 
 Six Months Ended June 30,
2009
 
 Net
Sales
 
 Net sales for the first six months were
$164.1 million, a decrease of $198.4 million, or 54.7%, compared to the 2008
period.  By business segment, net external sales and related units
sold were as follows (dollars in millions):
  21
 
 Six Months Ended June 30,2009
                      
                      
                      2008
                      
                      
                      % ChangeSales
      by segmentManufacturing
                      
                      $
                      125.3
                      
                      
                      $
                      293.3
                      
                      
                      
                      (57.3
                      )Retail
      and distribution
                      
                      
                      38.8
                      
                      
                      
                      69.2
                      
                      
                      
                      (43.9
                      )Total
                      
                      $
                      164.1
                      
                      
                      $
                      362.5
                      
                      
                      
                      (54.7
                      )(units)New
      trailer unitsManufacturing
                      
                      
                      5,600
                      
                      
                      
                      13,100
                      
                      
                      
                      (57.3
                      )Retail
      and distribution
                      
                      
                      300
                      
                      
                      
                      1,200
                      
                      
                      
                      (75.0
                      )Total
                      
                      
                      5,900
                      
                      
                      
                      14,300
                      
                      
                      
                      (58.7
                      )Used
      trailer units
                      
                      
                      1,700
                      
                      
                      
                      3,100
                      
                      
                      
                      (45.2
                      )
 
 Manufacturing
segment sales were $125.3 million for the first six months of 2009, down $168.0
million, or 57.3%, compared to the first six months of 2008.  The
reduction in sales is due primarily to the continued weak market demand as new
trailer sales decreased approximately 7,500 units, or 57.3%, as well as a slight
decrease in average selling prices in the first six months of 2009 as compared
to the prior year period due to customer and product mix.
 
 Retail
and distribution segment sales were $38.8 million in the first six months of
2009, down $30.4 million, or 43.9%, compared to the prior year
period.  Weak market demand across all segment product lines yielded
reduced volumes as compared to the previous year period.  New trailer
sales decreased $20.4 million, or 66.2%, due to a 75.0% reduction in
volumes and used trailer sales were down $7.0 million, or 38.1%, due to a 45.2%
reduction in volumes.  The decreases in used trailer sales volume were
partially offset by higher average selling prices as compared to the prior year
period due to the mix of used trailers sold.  Parts and service sales
were down $2.8 million, or 14.0%.
 
 Cost
of Sales
 
 Cost of sales for the first six months
of 2009 was $184.9 million, a decrease of $161.0 million, or 46.6% compared to
the 2008 period.  As a percentage of net sales, cost of sales was
112.6% for the first six months of 2009 compared to 95.4% for the 2008
period.
 
 Manufacturing
segment cost of sales, as detailed in the following table, was $146.3 million
for the first six months of 2009, a decrease of $135.6 million, or 48.1%,
compared to the 2008 period.  As a percentage of net sales, cost of
sales was 116.8% for the first six months of 2009 compared to 96.1% in the 2008
period.
 
 Six Months Ended June 30,Manufacturing Segment
                    
                    2009
                    
                    
                    2008(dollars in millions)% of Net
                      Sales
                    
                    
                    
                    
                    
                    % ofNet
                      SalesMaterial
      Costs
                    
                    $
                    99.5
                    
                    
                    
                    79.4
                    %
                    
                    $
                    209.7
                    
                    
                    
                    71.5
                    %Other
      Manufacturing Costs
                    
                    
                    46.8
                    
                    
                    
                    37.4
                    %
                    
                    
                    72.2
                    
                    
                    
                    24.6
                    %$
                    146.3
                    
                    
                    
                    116.8
                    %
                    
                    $
                    281.9
                    
                    
                    
                    96.1
                    %
  22
 
 As shown
in the table above, cost of sales is composed of material costs, a variable
expense, and other manufacturing costs, comprised of both fixed and variable
expenses, including direct and indirect labor, outbound freight, and overhead
expenses.  Material costs were 79.4% of net sales compared to 71.5% in
the 2008 period.  The 7.9% increase results from increases in raw
material commodity and component costs, primarily steel and aluminum, which
could not be offset by increases in selling prices.  In addition, our
other manufacturing costs increased from 24.6% of net sales in the first six
months of 2008 to 37.4% in the 2009 period.  The 12.8% increase is
primarily the result of the inability to reduce fixed costs in proportion to the
57.3% decrease in new trailer volumes.
 
 Retail
and distribution segment cost of sales was $38.7 million in the first six months
of 2009, a decrease of $26.2 million, or 40.4%, compared to the 2008
period.  As a percentage of net sales, cost of sales was 99.4% in the
first six months of 2009 compared to 93.7% in the 2008 period.  The
5.7% increase was primarily the result of a 12.9% increase in direct and
indirect labor and overhead expenses due to the inability to reduce these costs
in proportion to the 75.0% and 45.2% reductions in new and used trailer volumes,
respectively.  This increase was offset by a 7.2% decrease in raw
material cost as a percent of net sales due to continued pricing pressures for
new and used trailers as well as an increase in parts and services activities as
a percentage of the total segment.
 
 Gross
Profit
 
 Gross
profit for the first six months of 2009 was negative $20.7 million, a decrease
of $37.4 million compared to the first six months of 2008.  Gross
profit as a percent of sales was negative 12.6% compared to 4.6% for the same
period in 2008.  Gross profit by segment was as follows (in
millions):
 Six Months Ended June 30,2009
                      
                      
                      2008Gross
      profit by segmentManufacturing
                      
                      $
                      (21.1
                      )
                      
                      $
                      11.6Retail
      and distribution
                      
                      
                      0.3
                      
                      
                      
                      4.4Eliminations
                      
                      
                      0.1
                      
                      
                      
                      0.7Total
      gross profit
                      
                      $
                      (20.7
                      )
                      
                      $
                      16.7
 
 The
manufacturing segment lost $21.1 million in gross profit in the first six months
of 2009 due to a 57.3% decline in new trailer volumes coupled with higher raw
material and component part costs as compared to the prior year
period.
 
 Retail
and distribution segment gross profit was $0.3 million for the first six months
of 2009, a decrease of $4.1 million compared to the 2008
period.  Gross profit as a percentage of sales was 0.8% compared to
6.4% for the prior year period due to decreased trailer and parts and service
volumes coupled with continued pricing pressures for new trailer
sales.
 
 General
and Administrative Expenses
 
 General
and administrative expenses decreased $4.8 million, or 21.8%, to $17.2 million
in the first six months of 2009 compared to the prior year
period.  This decrease was the result of our cost cutting initiatives
to adjust our cost structure to match the current market demand, which resulted
in a $2.6 million reduction in salaries and employee related costs due to
headcount and base pay reductions made in the current year.
  23
  Selling
Expenses
 
 Selling
expenses decreased $0.7 million, or 9.8%, to $6.1 million in the first six
months of 2009 compared to the prior year period.  This decrease was
the result of our cost cutting initiatives to adjust our cost structure to match
the current market demand, which resulted in a $0.3 million reduction in
salaries and employee related costs due to both headcount and base pay
reductions made in the current year.
 
 Income
Taxes
 
 We have experienced cumulative
operating losses over the most recent three year period.  After
considering these operating losses and other available evidence, both positive
and negative, we determined that it was necessary to record a full valuation
allowance against our deferred tax assets created during the six month period
ending June 30, 2009.  As a result, effective income tax expense for
the first six months of 2009 was less than $0.1 million compared to a benefit of
$4.7 million for the prior year period.  The effective tax rate for
the first six months of 2009 was effectively 0.0% compared to 32.9% for the
prior year period.
 
 Liquidity and Capital
Resources
 
 Capital
Structure
 
 In light of recent and ongoing economic
conditions that have negatively impacted our operating results and caused
instability in the capital markets, on July 17, 2009, we entered into a
Securities Purchase Agreement (the “Securities Purchase Agreement’) with Trailer
Investments, LLC (“Trailer Investments”), an entity formed for this purpose by
Lincolnshire Equity Fund III, L.P., a private equity investment fund managed by
Lincolnshire Management, Inc., pursuant to which on August 3, 2009 Trailer
Investments invested $35 million in the Company for a combination of
preferred stock and common stock warrants.  Concurrently with entering
into the Securities Purchase Agreement, we entered into a Third Amended and
Restated Loan and Security Agreement (the “Amended Facility”) that amended and
restated our current Revolving Facility.  The Amended Facility has a
capacity of $100 million, subject to a borrowing base, and borrowings
outstanding totaled $25.5 million at August 3, 2009, the effective date of the
Amended Facility.  The maturity date of the Amended Facility is August
3, 2012.  In connection with the Amended Facility, the lenders waived
certain events of default that had occurred under the previous credit facility
and waived the right to receive default interest during the time the events of
default had continued.  These agreements are more fully described in
the Subsequent Event section below.
 
 As of
June 30, 2009, our debt to equity ratio was approximately
0.6:1.0.  The increase in our debt to equity ratio as compared to our
ratio a year earlier is primarily due to the increase in our retained deficit
resulting from losses incurred in 2008 and the first six months of
2009.  Our long-term objective is to generate operating cash flows
sufficient to fund normal working capital requirements, to fund capital
expenditures, to be positioned to take advantage of market opportunities and,
subject to the limitations in our Amended Facility and the documents creating
our preferred stock, to fund potential dividends or stock
repurchases.  For 2009 we expect to fund operating losses, working
capital requirements and capital expenditures through cash flows from operations
as well as available borrowings under our Revolving Facility.
  24
  Cash
Flow
 
 Cash used
in operating activities for the six months ended June 30, 2009 amounted to $4.0
million compared to $16.6 million provided by operating activities in the same
period of 2008.  The change was primarily a result of a $33.1 million
reduction in net income, adjusted for non-cash items, offset by a $12.5 million
improvement in working capital.  Changes in key working capital
accounts for the first six months of 2009 compared to the prior year period are
summarized below (in millions):
 
 2009
                    
                    
                    2008
                    
                    
                    ChangeAccounts
      receivable
                    
                    $
                    19.9
                    
                    
                    $
                    19.7
                    
                    
                    $
                    0.2Inventories
                    
                    
                    25.2
                    
                    
                    
                    (20.1
                    )
                    
                    
                    45.3Accounts
      payable and accrued liabilities
                    
                    
                    (16.4
                    )
                    
                    
                    17.0
                    
                    
                    
                    (33.4
                    )
 
 During
2009, accounts receivable decreased by $19.9 million as compared to a $19.7
million decrease in 2008. The decrease for 2009 was primarily a result of a
reduction in sales volumes as reported within our Consolidated Statements of
Operations coupled with an improvement in the timing of cash receipts from
customers.  Days sales outstanding, a measure of working capital
efficiency that measures the amount of time a receivable is outstanding,
improved to approximately 21 days in 2009 compared to 23 days in
2008.  Inventory decreased $25.2 million during 2009 compared to an
increase of $20.1 million in 2008.  Inventory turns, a commonly used
measure of working capital efficiency that measures how quickly inventory turns
per year, was approximately six times in both 2009 and 2008. The decrease in
inventory for the 2009 period is due to lower new and used trailer inventories
resulting from reduced demand as well as the continued improvements in our
inventory management system.  Accounts payable and accrued liabilities
decreased $16.4 million in 2009 compared to an increase of $17.0 million in
2008.  The decrease in the current year period was primarily due to
lower production volumes.  Days payable outstanding, a measure of
working capital efficiency that measures the amount of time a payable is
outstanding, was 33 days for the 2009 period compared to 31 days for the same
period last year.
 
 Investing
activities used $0.6 million during the first six months of 2009 compared to
$3.7 million in the prior year period.  The decrease of $3.1 million
from the prior year was due to limiting capital spending to required replacement
projects and cost reduction initiatives.
 
 Financing
activities used $18.4 million during the first six months of 2009 for debt
payments as payments were made on outstanding borrowings under the Revolving
Facility. Dividend payments were suspended as of December 2008.
 
 As of
June 30, 2009, our liquidity position, defined as cash on hand and available
borrowing capacity, net of availability reserves as established in our amended
Forbearance Agreement, amounted to approximately $2.4 million and total debt and
capital lease obligations amounted to approximately $67.3
million.  Our borrowing capacity has been adversely impacted by the
events of default under our Revolving Facility and resulting actions of our
lenders.
 
 As a result of the August 3, 2009
investment and concurrent effectiveness of the Amended Facility, described in
the Subsequent Event section below, we believe our liquidity is adequate to meet
our expected operating losses, working capital needs and capital expenditures
during this period of economic uncertainty.
  25
 
 In light
of current uncertain market and economic conditions, we are aggressively
managing our cost structure, capital expenditures and cash
position.  In 2009, we have continued to implement various cost
reduction actions that have substantially decreased our corporate overhead and
operating costs to include:
 
 ·
              salaried
      workforce headcount reductions of approximately 125 associates, including
      an additional 25 associates terminated subsequent to June 30, 2009, or
      25%, bringing total salaried headcount reductions to over 40%, or
      approximately 225 associates, since the beginning of the industry downturn
      in early 2007;
 ·
              a
      16.75% reduction in base salary for Executive
  Officers;
 ·
              a
      temporary reduction of 15% of annualized base salary for all remaining
      exempt-level salaried associates, combined with a reduction in the
      standard work week for most from 40 hours to 36
  hours;
 ·
              a
      temporary reduction in the standard paid work week from 40 hours to 36
      hours for all non-exempt
associates;
 ·
              a
      temporary 5% reduction in hourly
wages;
 ·
              a
      temporary 16.7% reduction of director cash
  compensation;
 ·
              a
      temporary suspension of the 401(k) company
  match;
 ·
              the
      introduction of a voluntary unpaid layoff program with continuation of
      benefits; and
 ·
              the
      continued close regulation of the work-day and headcount of hourly
      associates.
 
 These
actions are incremental to previous actions taken during this
downturn.  Previous actions included idling of plants and assembly
lines, consolidation and transformation initiatives at our Lafayette facility,
salaried workforce reductions, reductions in total compensation awards to
executives and other eligible participants, the suspension of any company match
for non-qualified plan participants, as well as the suspension of our quarterly
dividend.
 
 Capital
Expenditures
 
 Capital
spending amounted to approximately $0.6 million for the first six months of 2009
and is anticipated to be approximately $2.0 million in the aggregate for 2009.
The spending for 2009 will be limited to required replacement projects and cost
reduction initiatives in efforts to manage cash flows and enhance
liquidity.
 
 Off-Balance
Sheet Transactions
 
 As of June 30, 2009, we had
approximately $3.0 million in operating lease commitments.  We did not
enter into any material off-balance sheet debt or operating lease transactions
during the quarter.
 
 Subsequent
Event
 
 On
July 17, 2009, we entered into the Securities Purchase Agreement with
Trailer Investments, pursuant to which Trailer Investments invested
$35 million in the Company on August 3, 2009.  Pursuant to the
terms of the Securities Purchase Agreement, we issued to Trailer Investments
preferred stock comprising 20,000 shares of Series E redeemable preferred stock,
5,000 shares of Series F redeemable preferred stock, and 10,000 shares of Series
G redeemable preferred stock, all at a purchase price of $1,000 per
share.  We also issued to Trailer Investments a warrant that is
immediately exercisable at $0.01 per share for 24,762,636 newly issued shares of
common stock representing 44.21% of the issued and outstanding common stock of
the Company after giving effect to the issuance of the shares underlying the
warrant, subject to upward adjustment to maintain that percentage if currently
outstanding options are exercised.  The number of shares of common
stock subject to the warrant is also subject to upward adjustment to an amount
equivalent to 49.99% of our issued and outstanding common stock on the original
issuance date of the warrant after giving effect to the issuance of the shares
underlying the warrant in specified circumstances where we loses our ability to
utilize our net operating loss carryforwards, including as a result of a
stockholder acquiring greater than 5% of our outstanding common stock. The
warrant also contains customary anti-dilution adjustment features for stock
splits and the like as well as future issuances of stock or derivative
securities that have sale or exercise prices below the then current market price
or $0.54.
  26
 
 Trailer
Investments has the right to nominate five out of twelve members of our board of
directors. Furthermore, Trailer Investments also has the following rights:
rights to information delivery and access to information and our management
team; veto rights over certain significant matters our operations and business
(including payments of dividends, issuance of our securities, incurrence of
indebtedness, liquidation and sale of assets, changes in the size of our board
of directors, amendments of organizational documents of the Company and its
subsidiaries and other material actions by the Company) subject to certain
thresholds and limitations; right of first refusal to participate in any future
private financings; and certain other customary rights granted to investors in
similar transactions. We are also required to promptly file a registration
statement to permit resale of the warrant shares to the maximum extent
possible.
 
 In
addition, on July 17, 2009, we entered into the Amended Facility, as
described above.  The Amended Facility amends and restates our current
Revolving Facility, and became effective upon the consummation of the investment
contemplated by the securities purchase agreement as described
above.
 
 The
Amended Facility provides for borrowings of up to $100 million, subject to
a borrowing base, a $12.5 million reserve and other discretionary
reserves.  The interest rate on borrowings under the Amended Facility
from the date of effectiveness through July 31, 2010 is LIBOR plus 4.25% or
the prime rate of Bank of America, N.A. (the “Prime Rate”) plus 2.75%. After
July 31, 2010, the interest rate is based upon average unused availability
and will range between LIBOR plus 3.75% to 4.25% and the Prime Rate plus 2.25%
to 2.75%. We are required to pay a monthly unused line fee equal 0.375% times
the average daily unused availability along with other customary fees and
expenses of the Agent and the lenders.  The lenders waived certain
events of default that had occurred under the previous credit facility and
waived the right to receive default interest during the time the events of
default had continued.
 
 Contractual Obligations and
Commercial Commitments
 
 We have
included a summary of our Contractual Obligations and Commercial Commitments in
our annual report on Form 10-K, for the year ended December 31,
2008.  With the exception of the changes to our Revolving Facility, as
amended and discussed in Note 4 and Note 14 of the Condensed Consolidated
Financial Statements, there have been no material changes to the summary
provided in that report.
 
 Backlog
 
 Orders
that have been confirmed by customers in writing and can be produced during the
next 18 months are included in backlog. Orders that comprise the backlog may be
subject to changes in quantities, delivery, specifications and terms. Our
backlog of orders was approximately $128 million at June 30, 2009 compared to
$110 million at December 31, 2008.  We expect to complete the majority
of our existing backlog orders within the next 12 months.
  27
 
 OUTLOOK
 
 We face
significant uncertainty regarding the demand for trailers during the current
economic environment.  According to the most recent A.C.T. Research
Company, LLC (ACT) estimates, total trailer industry shipments for 2009 are
expected to be down 48% from 2008 to approximately 76,000 units.  By
product type, ACT is estimating that van trailer shipments will be down
approximately 51% in 2009 compared to 2008.  ACT is forecasting that
platform trailer shipments will decline approximately 39% and dump trailer
shipments will fall approximately 40% in 2009.  For 2010, ACT
estimates that shipments will grow approximately 76% to a total of 134,000
units.  The biggest concerns for 2009 relate to the global economy,
especially credit markets, as well as the continued decline in housing and
construction-related markets in the U.S.  Management’s expectation is
that the trailer industry will remain challenging throughout 2009 and, as a
result, we will incur net losses in 2009, which will further reduce our
stockholders’ equity.
 
 We
believe we are well-positioned for long-term growth in the industry because: (1)
our core customers are among the dominant participants in the trucking industry;
(2) our DuraPlate® trailer
continues to have increased market acceptance; (3) our focus is on developing
solutions that reduce our customers’ trailer maintenance costs; and (4) we
expect some expansion of our presence into the mid-market carriers.
 
 Pricing
will be difficult in 2009 due to weak demand and fierce competitive
activity.  Raw material and component costs are expected to decline
relative to their highs in the fourth quarter of 2008.  As has been
our policy, we will endeavor to pass along raw material and component price
increases to our customers.  We have a focus on continuing to develop
innovative new products that both add value to our customers’ operations and
allow us to continue to differentiate our products from the competition in order
to return to profitability.
 
 CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
 
 We have included a summary of our
Critical Accounting Policies and Estimates in our annual report on Form 10-K,
for the year ended December 31, 2008.  There have been no material
changes to the summary provided in that report.
 
 NEW
ACCOUNTING PRONOUNCEMENTS
 
 In June
2009, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 168, The FASB Accounting Standards
CodificationTM("Codification")and the Hierarchy of Generally
Accepted Accounting Principles – a replacement of FASB Statement No.
162.  The statement establishes the Codification as the single
official source of authoritative United States accounting and reporting
standards for all non-governmental entities (other than guidance issued by the
SEC).  The Codification changes the referencing and organization on
financial standards and is effective for interim and annual periods ending on or
after September 15, 2009.  We will begin applying the Codification to
our disclosures in the third quarter of 2009.  As Codification is not
intended to change the existing accounting guidance, the adoption will not have
an impact on our financial position, results of operations or cash
flows.
  28
 
 In May
2009, the FASB issued SFAS No. 165, Subsequent Events. The
statement establishes a general standard of accounting for and disclosures of
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued.  Specifically, SFAS No. 165
sets forth the period after the balance sheet date during which management
should evaluate events or transactions that may occur for potential recognition
or disclosure in the financial statements, the circumstances under which an
entity should recognize events or transactions occurring after the balance sheet
date in its financial statements, and the disclosures that an entity should make
about events or transactions that occurred after the balance sheet
date.  In addition, an entity shall disclose the date through which
subsequent events have been evaluated and whether that date is the date the
financial statements were issued or the date the financial statements were
available to be issued. The requirements of SFAS No. 165 were effective for
interim and annual financial periods ending after June 15, 2009. The adoption of
SFAS No. 165 had no impact on our financial position, results of operations or
cash flows as we already followed an approach similar to this statement prior to
adoption.  We evaluated our June 30, 2009 consolidated financial
statements for subsequent events through August 5, 2009, the date the
consolidated financial statements were issued.  See Note 14 of our
Notes to Condensed Consolidated Financial Statements for further discussion of
subsequent event activities.
 
 In March
2008, the (FASB) issued (SFAS) No. 161, Disclosures about Derivative
Instruments and Hedging Activities – an amendment of FASB Statement No.
133. The statement requires enhanced disclosures for derivative and
hedging activities, including information that would enable financial statement
users to understand how and why a company uses derivative instruments, how
derivative instruments and related hedged items are accounted for under SFAS No.
133, Accounting for Derivative
Instruments and Hedging Activities, and how derivative instruments and
related hedged items affect an entity’s financial position, financial
performance and cash flows.  This statement was effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, and was applicable to our financial statements beginning
in the first quarter of 2009.  As SFAS No. 161 only requires enhanced
disclosures, this standard has not and will not have a material impact on our
financial position, results of operations or cash flows.  See Note 5
of our Notes to Condensed Consolidated Financial Statements for further
discussion of derivative instruments and hedging activities.
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value
Measurements.  The Statement provides guidance for using fair
value to measure assets and liabilities and only applies when other standards
require or permit the fair value measurement of assets and
liabilities.  It does not expand the use of fair value
measurement.  In February 2008, the FASB announced that it was
deferring the effective date to fiscal years beginning after November 15, 2008
for certain non-financial assets and non-financial liabilities, except those
that are recognized or disclosed at fair value in the financial statements on a
recurring basis.  For these financial and non-financial assets and
liabilities that are remeasured at least annually, this statement was effective
for fiscal years beginning after November 15, 2007.  Derivative
instruments and hedging activities are carried at fair value.  The
adoption of SFAS No. 157 has not had a material impact on our financial
position, results of operations or cash flows.  See Note 6 of our
Notes to Condensed Consolidated Financial Statements for further discussion of
fair value measurements.
 
 In
June 2008, the FASB issued Staff Position No. EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities
(EITF 03-6-1). This Staff Position states that unvested share-based payment
awards that contain non-forfeitable rights to dividends or dividend equivalents
(whether paid or unpaid) are participating securities and shall be included in
the computation of earnings per share pursuant to the two-class method. EITF
03-6-1 is effective for financial statements issued for fiscal years beginning
after December 15, 2008, and interim periods within those years. All prior
period earnings per share data presented shall be adjusted retrospectively to
conform with the provisions of this Staff Position. The adoption of this
accounting guidance has not had a material impact on our results of operations,
financial position or earnings per share.
  29
 
 ITEM
      3.
              QUANTITATIVE AND
      QUALITATIVE DISCLOSURES ABOUT MARKET
  RISKS
 
 In addition to the risks inherent in
our operations, we have exposure to financial and market risk resulting from
volatility in commodity prices and interest rates.  The following
discussion provides additional detail regarding our exposure to these
risks.
 
 Commodity
Prices
 
 We are
exposed to fluctuations in commodity prices through the purchase of raw
materials that are processed from commodities such as aluminum, steel, wood and
polyethylene.  Given the historical volatility of certain commodity
prices, this exposure can materially impact product
costs.  Historically, we have managed aluminum price changes by
entering into fixed price contracts with our suppliers.  As of June
30, 2009, we had $15.5 million in raw material purchase commitments through
December 2009 for materials that will be used in the production
process.  We typically do not set prices for our products more than
45-90 days in advance of our commodity purchases and can, subject to competitive
market conditions, take into account the cost of the commodity in setting our
prices for each order.  To the extent that we are unable to offset the
increased commodity costs in product prices, our results would be materially and
adversely affected.
 
 Interest
Rates
 
 As of
June 30, 2009, we had $62.3 million of floating rate debt outstanding under our
revolving facility.  A hypothetical 100 basis-point change in the
floating interest rate from the current level would result in a corresponding
$0.6 million change in interest expense over a one-year period.  This
sensitivity analysis does not account for the change in the competitive
environment indirectly related to the change in interest rates and the potential
managerial action taken in response to these changes.
 
 ITEM
      4.
              CONTROLS AND
      PROCEDURES
 
 Disclosure
Controls and Procedures
 
 Based on
an evaluation under the supervision and with the participation of the Company’s
management, the Company’s principal executive officer and principal financial
officer have concluded that the Company’s disclosure controls and procedures (as
defined in Rules 14a-15(e) and 15d-15(e) under the Securities Exchange Act of
1934, as amended (Exchange Act)) were effective as of June 30,
2009.
 
 Changes
in Internal Controls
 
 There were no changes in the Company’s
internal control over financial reporting, as defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, during the second quarter of fiscal 2009 that
have materially affected or are reasonably likely to materially affect the
Company’s internal control over financial reporting.
  30
 
 PART
II - OTHER INFORMATION
 
 ITEM
      1A.
              RISK
      FACTORS
 
 You
should carefully consider the risks described in our Annual Report on Form 10-K,
for the year ended December 31, 2008, including those under the heading “Risk
Factors” appearing in Item 1A of Part I of the Form 10-K and other information
contained in this Quarterly Report before investing in our
securities.  In addition, the following risk factors are provided to
supplement and update the Risk Factors previously disclosed in the Risk Factors
section of our Annual Report on Form 10-K.  Realization of any of
these risks could have a material adverse effect on our business, financial
condition, cash flows and results of operations.
 
 In
connection with our issuance of preferred stock and the common stock warrant to
Trailer Investments, we granted certain rights to the holders of our preferred
stock and the common stock warrant that may allow these holders to exert
significant control over our operations, and they may have different interests
than our other stockholders.
 
 In
connection with the issuance of the preferred stock and the common stock warrant
in our transaction with Trailer Investments, we entered into an investor rights
agreement that gives certain rights to the holders of the preferred stock and
the warrant, including, in certain circumstances, the shares of common stock
underlying the warrant.  Together with the terms of the preferred
stock, the investor rights agreement gives these holders the following rights:
rights to information delivery and access to information and management of the
Company; veto rights over certain significant aspects of our operations and
business (including payments of dividends, issuance of our securities,
incurrence of indebtedness, liquidation and sale of assets, changes in the size
of our board of directors, amendments of our organizational documents and its
subsidiaries and other material actions by us) subject to certain thresholds and
limitations; right of first refusal to participate in any future private
financings; and certain other customary rights granted to investors in similar
transactions.  The terms of the Investor Rights Agreement also give
the holders of the warrant rights to nominate five of twelve members of our
board of directors.
 
 As a
result of the rights granted to the preferred stockholders and the warrant
holders, including the right to nominate members of the board, the holders of
these securities may be able to exert significant control over our capital
structure, future financings and operations, among other
things.  Furthermore, to the extent that the warrant is exercised in
full, the warrant holder would own greater than 44% of our outstanding common
stock, which would give the warrant holder the ability to significantly
influence the outcome of any matter that is put to a vote of our common
stockholders.  Trailer Investments currently holds all of our
outstanding preferred stock and the entire warrant, meaning it controls all of
the rights discussed above, and its interests may be different than those of our
common stockholders.  Trailer Investments also has the ability,
subject to specified limitations, to transfer the preferred stock, warrant and
warrant shares to a person or persons who could exercise some of these
rights.
 
 Certain
provisions of the terms of our preferred stock, taken together with the
potential voting power of the common stock warrant, may discourage third parties
from seeking to acquire us.
 
 Certain
provisions of the documents governing our preferred stock may discourage third
parties from seeking to acquire the Company.  In particular, in the
event of a change of control, our preferred stock has a mandatory redemption
feature requiring us to offer to redeem the preferred stock at a significant
premium to the original price at which it was sold.  As a result, this
could discourage third parties from seeking to acquire us because any premium to
our current common stock equity value would need to take into account the
premium on our preferred stock.  This means that to offer the holders
of our common stock a premium, a third party would have to pay an amount
significantly in excess of the current value of our common
stock.  Furthermore, because the common stock warrant is exercisable
for a significant percentage of our common stock, the warrant holder would have
the ability to exercise significant control over whether a change of control
requiring the vote of our stockholders was approved by exercising the
warrant.  As a result of the redemption premium on our preferred stock
and the potential voting influence of the warrant holders, third parties may be
deterred from any proposed business combination or change of control transaction
and stockholders who desire to participate in such a transaction in the future
may not have the opportunity to do so.
  31
  A
future ownership change could result in a limitation on the use of our net
operating losses.
  As of
June 30, 2009, we had approximately $137 million of remaining U.S. federal
income tax net operating loss carryforwards (“NOLs”), which will expire in 2022
if unused.  Our NOLs, including any future NOLs that may arise, are
subject to limitations on use under the Internal Revenue Service rules,
including Section 382 of the Internal Revenue Code of 1986, as
revised.  Section 382 limits the ability of a company to utilize NOLs
in the event of an ownership change.  We would undergo an ownership
change if, among other things, the stockholders, or group of stockholders, who
own or have owned, directly or indirectly, 5% or more of the value of our stock
or are otherwise treated as 5% stockholders under Section 382 and the
regulations promulgated thereunder increase their aggregate percentage ownership
of our stock by more than 50 percentage points over the lowest percentage of our
stock owned by these stockholders at any time during the testing period, which
is generally the three-year period preceding the potential ownership
change.  Because of the issuance of the warrant in our transaction
with Trailer Investments, there is an increased risk that we will undergo an
ownership change in the future.  For example, the acquisition of
greater than 5% of our stock by an individual or entity that does not currently
hold greater than 5% of our stock would likely cause an ownership change for
purposes of Section 382.
  In the
event of an ownership change, Section 382 imposes an annual limitation on
the amount of post-ownership change taxable income a corporation may offset with
pre-ownership change NOLs and certain recognized built-in losses. The limitation
imposed by Section 382 for any post-change year would be determined by
multiplying the value of our stock immediately before the ownership change
(subject to certain adjustments) by the applicable long-term tax-exempt rate in
effect at the time of the ownership change. Any unused annual limitation may be
carried over to later years, and the limitation may under certain circumstances
be increased by built-in gains that may be present in assets held by us at the
time of the ownership change that are recognized in the five-year period after
the ownership change.  It is expected that any loss of our NOLs would
cause our effective tax rate to go up significantly when we return to
profitability.
 
 In
addition, if we lose our ability to utilize our NOLs as a result of an ownership
change, the warrant that we issued to Trailer Investments will increase to a
greater percentage of our outstanding common stock, causing further dilution to
our other stockholders.
  Requirements
to pay future cash dividends on our preferred stock and our debt service and
debt covenant requirements could impair our financial condition and adversely
affect our ability to operate and grow our business.
  We are
required to pay quarterly dividends at a set rate per annum on our preferred
stock, provided that during the first two years the preferred stock is
outstanding dividends may accrue. We also remain subject to certain payments and
debt covenants under our amended and restated revolving credit
facility.  Our payment requirements and indebtedness could adversely
affect our ability to operate our business and could have an adverse impact on
our stockholders, including:
  32
  ·
              our
      ability to obtain additional financing in the future may be
      impaired;
  ·
              after
      a two-year accrual period, a portion of our cash flow from operations must
      be dedicated to the payment of dividends on the preferred stock, which
      reduces the funds available to us;
  ·
              the
      amended and restated credit facility contains restrictive covenants that
      may impact our ability to operate and any failure to comply with them may
      result in an event of default, which could have a material adverse effect
      on us;
  ·
              our
      dividend payments and debt service obligations could limit our flexibility
      in planning for, or reacting to, changes in our business and the
      industry;
  ·
              our
      payment obligations could place us at a competitive disadvantage to
      competitors who have fewer requirements relative to their overall capital
      structures; and
  ·
              our
      ability to pay cash dividends to the holders of our common stock is
      significantly restricted by the terms of our preferred stock and the terms
      of our amended and restated revolving credit facility, and no such
      dividends are contemplated for the foreseeable
  future.
 
 ITEM
      4.
              SUBMISSION OF MATTERS
      TO A VOTE OF SECURITY
HOLDERS
 
 We held
our annual meeting of stockholders on May 14, 2009, at which time the
stockholders of Wabash National Corporation voted on and approved the following
proposals:
 
 Proposal
1 – To elect seven members of the Board of Directors of the Company
 
 NOMINEES
                              
                              FOR
                              
                              AGAINST
                              
                              ABSTAINRichard
      J. Giromini
                              
                              28,551,077
                              
                              343,077
                              
                              27,182Martin
      C. Jischke
                              
                              24,122,183
                              
                              4,789,758
                              
                              9,395James
      D. Kelly
                              
                              28,599,798
                              
                              289,219
                              
                              32,319Stephanie
      K. Kushner
                              
                              28,583,007
                              
                              306,228
                              
                              32,101Larry
      J. Magee
                              
                              28,605,082
                              
                              282,729
                              
                              33,525Scott
      K. Sorensen
                              
                              28,570,427
                              
                              319,142
                              
                              31,767Ronald
      L. Stewart
                              
                              28,145,154
                              
                              745,863
                              
                              30,319
 
 Proposal 2 –
              To
      ratify the appointment of Ernst & Young LLP as the Company’s
      independent registered public accounting firm for the year ending December
      31, 2009
 
 FOR
                  
                  AGAINST
                  
                  ABSTAIN28,704,474
                  
                  176,783
                  
                  40,079
 
 ITEM
      6.
              EXHIBITS
 
 (a)
              Exhibits:
 3.01
              Certificate
      of Designations, Preferences and Rights of Series E Redeemable Preferred
      Stock (Incorporated by reference to Exhibit 3.1 to the Registrant’s
      Current Report on Form 8-K filed on August 4, 2009 (File No.
      1-10883))
 3.02
              Certificate
      of Designations, Preferences and Rights of Series F Redeemable Preferred
      Stock (Incorporated by reference to Exhibit 3.2 to the Registrant’s
      Current Report on Form 8-K filed on August 4, 2009 (File No.
      1-10883))
 3.03
              Certificate
      of Designations, Preferences and Rights of Series G Redeemable Preferred
      Stock (Incorporated by reference to Exhibit 3.3 to the Registrant’s
      Current Report on Form 8-K filed on August 4, 2009 (File No.
      1-10883))
  33
  3.04
              Amendment
      to the Amended and Restated Bylaws of the Company, as amended
      (Incorporated by reference to Exhibit 3.4 to the Registrant’s Current
      Report on Form 8-K filed on August 4, 2009 (File No.
    1-10883))
 4.1
              Amendment
      No. 1 dated July 17, 2009, to the Rights Agreement, dated as of December
      28, 2005, between Wabash and National City Bank, as Rights Agent
      (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current
      Report on Form 8-K filed on July 20, 2009 (File No.
    1-10883))
 10.01
              Forbearance
      Agreement and Third Amendment to Second Amended and Restated Loan and
      Security Agreement (Incorporated by reference to Exhibit 10.1 to the
      Registrant’s Current Report on Form 8-K filed on April 30, 2009 (File No.
      1-10883))
 10.02
              First
      Amendment to Forbearance Agreement and Fourth Amendment to Second Amended
      and Restated Loan and Security Agreement (Incorporated by reference to
      Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June
      1, 2009 (File No. 1-10883))
 10.03
              Securities
      Purchase Agreement dated as of July 17, 2009, by and between Wabash
      National Corporation and Trailer Investments, LLC (Incorporated by
      reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K
      filed on July 20, 2009 (File No.
1-10883))
 10.04
              Third
      Amended and Restated Loan and Security Agreement, by and among the
      Company, Bank of America, N.A., as a Lender and as an Agent, and other
      Lenders parties thereto (Incorporated by reference to Exhibit 10.2 to the
      Registrant’s Current Report on Form 8-K filed on July 20, 2009 (File No.
      1-10883))
 10.05
              Investor
      Rights Agreement dated as of August 3, 2009 by and between the Company and
      Trailer Investments, LLC (Incorporated by reference to Exhibit 10.1 to the
      Registrant’s Current Report on Form 8-K filed on August 4, 2009 (File No.
      1-10883))
 10.06
              Warrant
      to Purchase Shares of Common Stock (Incorporated by reference to Exhibit
      10.2 to the Registrant’s Current Report on Form 8-K filed on August 4,
      2009 (File No. 1-10883))
 10.07
              Form
      of Indemnification Agreement (Incorporated by reference to Exhibit 10.3 to
      the Registrant’s Current Report on Form 8-K filed on August 4, 2009 (File
      No. 1-10883))
 31.01
              Certification
      of Principal Executive Officer
 31.02
              Certification
      of Principal Financial Officer
 32.01
              Written
      Statement of Chief Executive Officer and Chief Financial Officer Pursuant
      to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section
      1350)
 
 SIGNATURE
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
 
 WABASH
      NATIONAL CORPORATIONDate:  August
      5, 2009
                          By:
                          /s/ Robert J. SmithRobert
      J. SmithSenior
      Vice President and Chief Financial Officer
                            (Principal
      Financial
Officer)
  34